| As a legal entity,company has independent properties.Company's external guarantee system can promote the flow of funds,but also ensure the realization of claims.Therefore,company's external guarantee is applied to a wide range of business areas,such as bank credit,export trade.Company's external guarantee system is established firstly in the 1993 China Company Law,and it has been developing for 24 years.In this period,it has accumulated rich practical and the oretical research results.The understanding of the article 16 of China Company Law has arisen great disputations between the academics and judicial practice party,because of the provision's briefness.The main issues of the disputation include: what is the nature of the Article 16 of China Company Law(2005)?Is it effectiveness of mandatory or regulatory of mandatory? Is the Article 16 of the Company Law as the basis for the trial of the company's external guarantee? Is the external guarantee contract in violation of Article 16 of the Company Law valid? Does the security owner have a review obligation to the company's internal decision? And what is the content of the review obligation if there is a review obligation? If there is no clear article of association to the policy-making body,what should we deal with? The law does not give a definite answer and requires further theoretical discussion.This article uses the method of legal hermeneutics to find the appropriate basis for company's external surety contract in the existing legal provisions.The article can be divided into the following several parts.The first part is the introduction.Through the introduction of the background,The assay leads to the meaning of the topic.By studying the existing literature,we find the breakthrough point of this paper.Scientific research methods make the process of drawing and reasoning more logical,and the conclusion of this article is more accurate.This article puts forward the view that the 48,49,50 articles of the Contract Law can be applied to identify the validity of the ultra vires limited liability company's external surety contract.The main line of the second part is the revision of the Company Law.When engaging in legal research on the history of legislation,and the trial practice,we can find the problems of identifying validity of the ultra vires limited company's external surety contract.The 2005 Company Law is the dividing line,it can be divided into 2 sections.The first period,it was the first Company Law of new China in 1993,followed by the new Company Law of 2005.The provisions of the 1993 Company Law,the board of directors and the manager shall not use the name of the company to the shareholders or other personal debt guarantees,this period mainly discusses the question is whether the company has the right to external guarantees.The second stage,2005 Company Law was heavily modified,the company's external guarantees need the resolution of board of directors or shareholders' meeting in accordance with the provisions of the articles of association.Directors and senior management personnel in violation of the regulations,bring losses to the company,shall be liable for damages to the company.The 2005 Company Law also indirectly admitted that the company has the right to external guarantees,which breaking through the 1993 Company Law.However,because the content of the relevant provisions is relatively briefness,there isn't developing consensus to the question of how to determine the validity of the guarantee contract,and there are still some confusions in applying the law.The conclusion of the article is more convincing,by studying all the cases and analyzing the typical cases after the promulgation of the 2005 Company Law.The third part begins to draw the point of view of this article.The article's view is that the Article 16 of the Company Law should be within the company internal organization norms,it is wrong to directly use the Article 16 to determine the validity of the guarantee contract.This article will prove the above point of view from two aspects.First of all,studying the nature of the legal person,we will find that the legal person is not the same as the natural person to complete the legal capacity independently,the law create a legal person,and the legal person's behavior will be completed by the legal representative or agent.When studying the civil relations of the legal person,we should distinguish the internal relations from the external relations of the legal person.Company Law contains both the internal organization of behavior norms and external behavior effect norms.Organizational norms is used to adjust the balance of interests in the internal organizations,the external behavior effect norms is behavior basis that used to adjust the company's external business activities.The rights of internal organizations are derived from the legal fiction.Therefore,the law and the articles of association impose more restrictions on the norms of organizational law,and the internal organization norms have different characteristics from the external behavior effect norms.This article uses the interpretation of the meaning of justice,the interpretation of the legal system,the interpretation of purpose to make this point of view more reasonable,and finally to prove the views of this chapter: Article 16 of the Company Law shall be used as a standard for the adjustment of the internal organization of the company.Article 16 of the Company Law cannot be regarded as a civil code of conduct.Article 16 of the “Company Law” cannot be used to deny the validity of a guarantee contract directly.The fourth section mainly the argument of the article.According to the article,Article 50 of the Contract Law shall apply to the acts of ultra vires of the legal representative when the third person is in good faith in the company's external security act;for the act of agency of other employees,which also related to ultra vires,Article 49 of the Contract Law shall be applied.Both situations are eventually protecting the third party acting in good faith,but the applicable law is different.However,the the third person is malicious,the applicable law is the Contract Law Article 48,the act can be identified as no right agent.Once the act can be identified as unauthorized agency,company has two options.One potion is that the act of agency is effective to the company by company's ratification the act of agency.The another potion is that the act of agency is invalid to the company by company's refusal ratification of the act of agency.The article discusses the above points from the pros and cons.At the same time,this article also indicates the relative people do not have the review obligation on the company's internal decision-making process.Therefore,to carry out the protection of trade and trust interests of the law more comprehensive.This article considers the shareholders to be the authority if the articles of association are not as desired and there is no external guarantee decision-making body.The fifth section is the conclusion.Using legal hermeneutics to find the right law,the applicable legal norms,and to out of the predicament of "law is not easy to be applied " or "I do not know how to apply the law". 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